Agreement between Adaptimmune Limited and Immunocore Limited relating to and Plot A Park Drive Central Milton Park and Units 57A1, 57A2, 59B and 59CDE Jubilee Avenue Milton Park

Exhibit 10.9

Agreement

between

Adaptimmune Limited

and

Immunocore Limited

relating to

00 Xxxx Xxxxx Xxxxxx Xxxx

and

Xxxx X Xxxx Xxxxx Xxxxxxx Xxxxxx Xxxx

and

Units 57A1, 57A2, 59B and 00XXX

Xxxxxxx Xxxxxx Xxxxxx Xxxx

DATED 2 March 2015

(1) ADAPTIMMUNE LIMITED (Company number 6456741) whose registered office is at 00 Xxxx Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00 0XX (“Adaptimmune”);

(2) IMMUNOCORE LIMITED (Company number 6456207) whose registered office is at 00 Xxxx Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00 0XX (“Immunocore”);

DEFINITIONS

1 In this Agreement save where the context otherwise requires the following words and expressions have the following meanings:

1.1 57/59 Leases means

1.1.1 a lease of xxxx 00X0 Xxxxxxx Xxxxxx Xxxxxx Xxxx dated 14th November 2013 and made between (1) MEPC Xxxxxx Xxxx No.1 Limited and MEPC Xxxxxx Xxxx No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 23 February 2015 and made between the same parties.

1.1.2 a lease of xxxx 00X0 Xxxxxxx Xxxxxx Xxxxxx Xxxx dated 14th November 2013 and made between (1) MEPC Xxxxxx Xxxx No.1 Limited and MEPC Xxxxxx Xxxx No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 23 February 2015 and made between the same parties.

1.1.3 a lease of unit 00X Xxxxxxx Xxxxxx Xxxxxx Xxxx dated 14th November 2013 and made between (1) MEPC Xxxxxx Xxxx No.1 Limited and MEPC Xxxxxx Xxxx No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 23 February 2015 and made between the same parties.

1.1.4 a lease of xxxx 00XXX Xxxxxxx Xxxxxx Xxxxxx Xxxx dated 14th November 2013 and made between (1) MEPC Xxxxxx Xxxx No.1 Limited and MEPC Xxxxxx Xxxx No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 23 February 2015 and made between the same parties.

1.2 00 Xxxxxx Xxxx Agreement means an agreement for the grant of leases at 00 Xxxxxx Xxxx dated 11th August 2014 and made between (1) MEPC Xxxxxx Xxxx No.1 Limited and MEPC Xxxxxx Xxxx No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 9th February 2015 and made between the same parties.

1.3 Costs means the liabilities, fees and costs incurred by either Adaptimmune or Immunocore in relation to or connected with the EZ Agreement which shall include the Project Costs and Hold Fee an anticipated budget for which is set out in schedule 1 of this agreement.

1.4 EZ Agreement means an agreement dated 20 February 2015 and made between (1) MEPC Xxxxxx Xxxx No.1 Limited MEPC Xxxxxx Xxxx No. 2 Limited (2) Adaptimmune and (3) Immunocore for the construction and letting of a laboratory building at Xxxx X Xxxx Xxxxx Xxxxxxx Xxxxxx Xxxx

1.5 Hold Fee shall have the same meaning as in the EZ Agreement

1.6 Landlord’s Works Payment shall have the same meaning as in the 00 Xxxxxx Xxxx Agreement

1.7 Planning Permission shall have the same meaning as in the EZ Agreement

1.8 Project Costs shall have the same meaning as in the EZ Agreement

2 EZ AGREEMENT COSTS

2.1 The parties agree to equally share the Costs (whether incurred prior to the date of this agreement or following) until either Planning Permission is granted in accordance with the EZ Agreement or (in the event Planning Permission is not obtained) the EZ Agreement coming to an end on 1 May 2015.

2.2 In the event that Planning Permission is granted Adaptimmune shall be responsible for and will indemnify Immunocore in respect of all Costs incurred after that date.

2.3 In the event that the EZ Agreement is terminated following the grant of Planning Permission the parties agree that they shall equally share the Costs incurred up to the date that Planning Permission was granted and Adaptimmune will be responsible for and indemnify Immunocore in respect of Costs incurred after that date.

3 57/59 LEASES

In the event that the Principal Rent due under the 57/59 Leases increases as a result of the EZ Agreement terminating Adaptimmune agrees to indemnify Immunocore in respect of such increase in Principal Rent.

4 00 XXXXXX XXXX

Adaptimmune agrees to indemnify Immunocore in respect of the Landlord’s Works Payment that becomes due under the 00 Xxxxxx Xxxx Agreement and Adaptimmune shall be entitled to claim capital allowances for the purposes of corporation tax on the cost of the Landlord’s Works Payment

5 CONTRACTS (RIGHTS OF THIRD) PARTIES ACT 1999

Except as may be permitted under the law of England as it applies on the date of this Agreement the parties to this Agreement do not intend that any of its terms shall be enforceable by any third party.

6 JURISDICTION

This Agreement shall be governed by and construed in all respects in accordance with the law of England and the Landlord and the Tenant each submits to the exclusive jurisdiction of the English Courts.

Schedule 1

Anticipated budget for costs connected with EZ Agreement

PARK DRIVE CENTRAL

Assumed Build Cost (S&C)					£ 9,500,000																											18th Feb 2015
																													Budget
																													Costs from					Budget
																								Budget					1st October					Costs 1st
																			Budget					Costs from					2014 to CP2/					October to
																			Costs from					1st October					3 (HIML					CP4
							Lump Sum												1st October					2014 to CP1					Approval)					(acceptance
				Fee (on			Fee							Costs to 1st					2014 to Date					(Planning)					Stage					of Tender
				construction)			(etimated)							October 2014					(cumulative)					(Cumulative)					(Cumulative)					Rent)
	Architect			4.10		%	£		357,672					13625					27691					48349					86375					£	178,836
	Structural Engineer			1.10		%	£		94,531					£	—				750					4000					10000					£	47,266
	Quantity Surveyor			0.75		%	£		64,453					£	—				4750					4750					12000					£	38,672
	Employers Agent			0.46		%	£		39,531					£	—				0					0					0					0
	Services Engineer			0.44		%	£		38,604					£	—				3500					6000					10000					£	30,883
	CDM-C			0.10		%	£		10,000					£	—				0					0					2000					£	5,000
	Landscape Architect			0.30		%	£		30,000					£	—				0					4000					7000					£	18,000
	Highways & Diversions			0.20		%	£		30,000					£	—				0					0					5000					£	15,000
	Building Control			0.10		%	£		5,000					£	—				0					0					3000					£	2,500
	Gl Surveys and Reports			0.40		%	£		30,000					£	—				0					0					0					£	30,000
	Topo & Services Surveys			0.10		%	£		9,500					£	—				0					0					4000					£	9,500
	Planning Fees			0.05		%	£		4,750					£	—				0					4750					4750					£	4,750
	Construction Legals			0.30		%	£		25,000					£	—				0					0					8000					£	22,500
	Funding Approvals			0.40		%	£		40,000					£	—				0					0					0					£	40,000
	Fund Monitor			0.35		%	£		35,000					£	—				0					0					0					£	3,500
	Development Management			3.00		%	£		271,376					£	—				8000					12000					30000					£	140,000
				Totals			£		1,085,417.00					£	13,625.00				£	44,691.00				£	83,849.00				£	182,125.00				£	586,407
	ADD: In-house fees
	CEPS																		22744.4					22744.4
	Xxxxxxxxx Associates																		12000					12000
	MEPC lawyers																		25000					30000
	Adaptimmune/Immunocore lawyers																		25,000					30000
	TOTAL																		£	129,435				£	178.593

Notes:

1 Fee Percentages in italics are agreed, others are estimates

2 Costs to Planning, Approval Stage and Tender are estimates

3 DM fees for each stage are estimated and for costs to date, planning and approval stage are discounted.

4 DM fees are %age on construction and professional fees

5 Exclude VAT

SIGNED for and on behalf of ADAPTIMMUNE LIMITED		/s/ Xxx X. Xxxxx
Director		Xxx X. Xxxxx
SIGNED for and on behalf of IMMUNOCORE LIMITED		/s/ Xxxxx Xxxxxxx
Director		Xxxxx Xxxxxxx